The first CD of this deluxe 2-CD set of the Popeye soundtrack features the original release from the film and the previously unreleased score from Thomas Pierson. The second disc features previously unreleased soundtrack demos sung by the film's composer, Harry Nilsson, including two songs written for the film but never used, 'Everybody's Got To Eat,' and 'I'd Rather Be Me.' Another track, 'He Needs Me' has Harry teaching Shelly Duvall how to sing the song.

CD One:

1. Sweethaven (2:53)
An anthem
(Performed by The Citizens of Sweet Haven)

3. Everything Is Food (3:08)
(Performed by Paul Dooley as Whimpy, Allan F. Nichols as Roughhouse, The Toughs, Barbershop and The Steinettes)
Previously unreleased on the soundtrack album, but featured in the film
Recorded at Lionsgate 5-8-80

4. Rough House Fight* (:43)

5. He's Large (4:20)
The Eve of Olive's engagement to Bluto
(Performed by Shelley Duvall as Olive Oyl)